AUDDIA INC. Reports Bylaw & Shareholder Rights Changes
Ticker: AUUD · Form: 8-K · Filed: Feb 27, 2024 · CIK: 1554818
| Field | Detail |
|---|---|
| Company | Auddia Inc. (AUUD) |
| Form Type | 8-K |
| Filed Date | Feb 27, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: bylaw-amendment, shareholder-rights, corporate-governance
Related Tickers: AUUD
TL;DR
AUDDIA INC. just filed an 8-K about changes to shareholder rights and company bylaws, but the specific details aren't in this snippet.
AI Summary
AUDDIA INC. filed an 8-K on February 27, 2024, reporting events that occurred on February 26, 2024. The filing indicates material modifications to security holders' rights and amendments to the company's Articles of Incorporation or Bylaws. Specific details regarding the nature of these modifications or amendments are not provided in this excerpt.
Why It Matters
Changes to security holder rights or company bylaws can significantly impact investor ownership, voting power, or future corporate actions, potentially affecting stock valuation.
Risk Assessment
Risk Level: medium — The filing indicates material modifications to security holder rights and amendments to bylaws, which can have a substantial but currently unknown impact on investors.
Key Numbers
- 001-40071 — SEC File Number (identifies the company's registration with the SEC)
- 17 — Public Document Count (number of documents in the submission)
Key Players & Entities
- AUDDIA INC. (company) — filer
- February 27, 2024 (date) — filing date
- February 26, 2024 (date) — earliest event date
- Delaware (location) — state of incorporation
- Clip Interactive, LLC (company) — former name
FAQ
What specific modifications were made to the rights of security holders?
The provided filing excerpt indicates "Material Modifications to Rights of Security Holders" but does not detail the specific nature of these modifications.
What amendments were made to AUDDIA INC.'s Articles of Incorporation or Bylaws?
The filing states "Amendments to Articles of Incorporation or Bylaws," but the specific content of these amendments is not included in this document excerpt.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on February 26, 2024.
What is the full legal name of the company filing this 8-K?
The exact name of the registrant as specified in its charter is AUDDIA INC.
What was AUDDIA INC.'s former company name?
AUDDIA INC.'s former company name was Clip Interactive, LLC, with the name change occurring on July 24, 2012.
Filing Stats: 845 words · 3 min read · ~3 pages · Grade level 11.4 · Accepted 2024-02-27 06:04:02
Filing Documents
- auddia_8k.htm (8-K) — 34KB
- auddia_ex0301.htm (EX-3.1) — 19KB
- image_003.jpg (GRAPHIC) — 18KB
- 0001683168-24-001185.txt ( ) — 296KB
- auud-20240226.xsd (EX-101.SCH) — 3KB
- auud-20240226_def.xml (EX-101.DEF) — 26KB
- auud-20240226_lab.xml (EX-101.LAB) — 36KB
- auud-20240226_pre.xml (EX-101.PRE) — 25KB
- auddia_8k_htm.xml (XML) — 5KB
03
Item 3.03 Material Modifications to Rights of Security Holders . To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
03
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 23, 2024, Auddia Inc. (the "Company") filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the "Certificate of Amendment") with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company's common stock at a ratio of one-for-twenty five. The Certificate of Amendment provides that the reverse stock split became effective as of 5:00 P.M. Eastern Time on February 26, 2024 (the "Effective Time"), at which time every twenty five (25) shares of the Company's issued and outstanding common stock were automatically combined into one (1) issued and outstanding share of common stock, without any change in the par value per share. The Certificate of Amendment provides that in the event a stockholder would otherwise be entitled to receive a fraction of a share of common stock, such stockholder shall receive one whole share of common stock in lieu of such fractional share and no fractional shares shall be issued. Trading of the Company's common stock on Nasdaq on a split-adjusted basis commenced at market open on February 27, 2024. The new CUSIP number for the common stock following the reverse stock split is 05072K 206. As a result of the reverse stock split, the Company's issued and outstanding shares of common stock were decreased from approximately 20.47 million pre-split shares to approximately 818,000 post-split shares. The reverse stock split did not change the number of authorized shares of the Company's common stock, which remains at 100 million shares. The reverse stock split will apply to the Company's outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable will be adjusted proportionately as a result of the reverse stock split. The exercise prices of any outstanding warrants or stock opt
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Certificate of Amendment to the Certificate of Incorporation of the Company dated February 23, 2024 104 Cover Page Interactive Data File 3
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AUDDIA INC. February 27, 2024 By: /s/ John E. Mahoney Name: John E. Mahoney Title: Chief Financial Officer 4